MOU Summary:

MaineDOT project designs will consider immediate need for aerial utility tree trimming. The intent of the Memorandum of Understanding for Overhead Utilities, dated February 25, 2009, may be satisfied by using temporary construction rights, fee takes or a combination of these rights to achieve trimming needs. There may be some project settings where the rights will need to be acquired by the utility company. Some of the following guidelines should be taken into account when determining whether or not the acquisition of trim rights is appropriate for a certain situation:

Trim rights should only be taken where MaineDOT is already planning to acquire permanent rights necessary for the project.

Trim rights should not be acquired if the existing R/W width is adequate to accommodate the project improvements and the new poles (and conductors) and the only other reason to acquire more would be to achieve the eight (8) foot offset.

Trim rights should not be acquired if they will cause additional impacts to historic, 4(f), 6(f), or properties that are not subject to our authority of eminent domain.

Trim rights should not be acquired if they will cause significant severance issues.

Trim rights should not be acquired if they will cause additional impacts to wetlands, vernal pools, or other environmental resources that could tip the threshold of requiring mitigation.

The acquisition of trim rights is intended for immediate needs. The Department does not need to acquire these rights in fields or low growth areas.

Memorandum of Understanding for Overhead Utilities/MaineDOT/AGC Maine

February 25,2009

The MaineDOT, herein referred to as the DOT, the overhead utility industry, herein referred to as the UTILITIES, and the Associated General Contractors of Maine, herein referrcd to as AGC Maine, agree to the following facts:

1. DOT arid the UTILITIES each have public service responsibilities that involve extensive capital infrastructure and both operate under considerable legislative and regulatory oversight.

2. The UTIISTIES are authorized to occupy the public nghts of way through the permit process as established under 35A, MSRA.

3. The DOT has the authority to order overhead lines to be relocated within the right of way as needed when they are engaged in a transportation improvement project.

4. When DOT and the UTILITIB establish clear expectations of each other, maintain open channels of communication, lhoroughly coordinate their activities and cooperate in carrying out utility relocation, investment outcomes become more predictable, risk is lowered and overall costs to DOT and the IJTILITIES are reduced.

5. DOT and the UTILITIES must continually adjust to changes in organization, prograrns,~mission, regulation and personnel.

6. The operating context for the DOT and the UTILITIES, as summarized above, recommends the cxecution of a joint Memorandum of Understanding (MOU), to be updated as needed, that establishes mutually agreed upon policies and procedures for accomplishing utility relocations required by DO?' initiated transportation improvements.

?'he DOT, the UTILITIES and AGC Maine agree to the following policies and procedures for accomplishing utility relocations required by DOT initiated transportation improvements.

I. General Operating Principles and Policies:

A. Utilitv Accommodation Policy -The DOT has adopted a Utility Accommodation Policy, as contained in 17-229 CMR Chapter 210, with an effective date of 2/19/2002, and anything contained herein is subject to those Rules and a11 other applicable Maine laws. In order to adequately accommodate overhead utility lines when a DOT sponsored transportation improvement project is being undertaken, it is the policy ofthe DOT to acquire sufficient property rights to allow the UTILITIES to place their poles consistent with the project design and to accornpiish adequate trimming for immediate needs as provided herein. The property rights acquired by DOT may be a combination of fee acquisition, permanent easements and temporary easements.

B. Problem Solving -When the DOT is unable to acquire sufficient property rights to meet the needs of the IJTILITIES, including anchoring, they will explore with the UTILITIES, prior to acquiring the right-of-way, alternative transportation and/or overhead- utility designs to adopt to mitigate any impasse. In order to enhance coordination and improve communication, right-of-way officials for the DOT and the UTILKIFS will conduct joint visits when both are making offers to abutting property owners.

C. Safeh - All signers of this MOU share the goal of accomplishng utility relocations in the safest possible manner for all parties. This includes providing an adequate safc working area for h e construction contractor.

11. Coordination, Cooperation and Communication (CCC) :

A. CCC - Throughout the entire project development process, planning through construction, the DOT will share project information, even when it is preliminary and subject to change, to support early coordination. In exchange, the UTILITIES will provide enough information to DOT so the project can be properly designed, including securing the right-of-way needed to accommodate the relocation of overhead utilities. IJTILITIES will be provided adequate notification of meetings to aUow them to participate in a reliable and meaningful way and the UTILITIES agree to attend these meetings.

B. Existing and ~lanned rirrht-of-wav to meet DOT'S and UTILITIES' needs - The information provided by DOT during the preliminary project development phases should include the expected right-of-way for the new highway facility based on both the highway project needs and the UTILITIES' needs for relocated facilities. In addition to providing adequate space for installing the utility lines, an additional 8 feet from the furthest line from the highway centerline will also be provided for trimming. Where present, the electric line owner will be responsible for vegetation management within this 8 foot offset. If the project plans and utility plans fail to satisfy guying requirements, DOT and the UTILITIES will work jointly and collabot-atively with abutting owners to resolve these deficiencies or adopt an alternative design (see I-B).

C. Constructabilitv reviews - Whenever a constructability review of a project is scheduled by the DOT in partnership with the contracting industry, consideration should be given to inviting UTILITIES to participate. This would be appropriate whenever utility relocation work is or could be a critical part of the constructability of the project.

III. Project Utility Agreements:

A. Definition - For each DOT project that requires utility facilities to be relocated, a Project Utility Agreement (PUA) will be developed, in a form substantially the same as the PUA altached as Appendix A, between the DOT and the UTILITIES (the Pole Owner and all Attaching Entities are the "ZJTILITIES" that will execute the PUN that identifies facilities to be relocated. This agreement will state the work to be done, who will do the work, when it will begin, how long it will take to be completed and what, if any, remedies exist in the event of non-performance of a signatory to the PUA. This information will bc included in the PUA for all UTILITIES. Each UTILITY will execute the PUA and will specify the person in upper management responsible for resolving disputes should hey occur. T o support the development of the PUA, Preliminary Design Report plans, accompanied by a schcdule to assure timely completion of the PUA, will be made available to thc UTILITIES as early as possible, with the goal being plan delivery at least 6 months prior to Ihe advertising date. In the event of extenuating circumstances different

lead times will be establishcd a5 mutually w e e d to by all the parties to the PUA. DOT will rcly on the executed PUA as a source of schedule information to be used in their co~lstruction bid documents. The PlJA is the final product of an effective utility coordination process and it will be executed no less than 60 days before advertising the prqiect unless otherwise mutually agreed to by all of the parties to tile PUA.

B. Coordination with Attachinn Entities - In the event that the identified Attaching Entities are not responsive to DOT in meeting the project schedule the Pole Owner will facilitate the development and signing of the PUA by the Attaching Entities or will take responsibility for the performance of the Attaching Entities.

IV. Construction:

A. Advance utility relocation - Consistent with the PUA, utility relocation work will be completed to the extent possible and practicable before the advertisement and award of the construction contract. This will maximize the work efficiency of both the utility company(ies) and the construction contractor. If utility relocation work, completed consistent with a PUA, needs to be revised due to a request by DOT, the utility company will be reimbursed for the cost associated with those revisions.

R. Coordination, cooperation and communication during the construction ~ h a s e - The IJTILITIES, DOT and the construction contractor must openly communicate in order to assure that the utility relocation and any related transportation improvement work are carried out as scheduled and agreed to. Tools that may be used to promote open communication include preconstruction conferences and periodic progress meetings. Additionally, all parties should be informed as to the chain of command to be used in seeking the resolution of any disputes that may arise.

V. Process for protecting new utility facilities:

A clear line of communication will be established to assure that any new or expanded utility facilities are not required to be relocated shortly after being constructed by a utility company. Planned utility improvements will be reviewed and commented on by the DOT to assure that DOT does not have current and viable plans for highway reconstruction work that would cause the new facilities to be relocated again for at least fivc years.

VI. Continuing Coordination:

A. Policv level coordination - This MOIJ is intended to address normal project development and delivery. 'There will be occasions, like the proposed 2009 Stimulus Bill, that would require the signers of this MOU to mutually agree to accelerate the timelines stipulated herein in order to meet externally imposed project delivery deadlines. The MOU will be continuously reviewed by the project managers that utilize it. By the I 1 month anniversary of the execution of this MOU, requested revisions to the

MOU shall be providcd to senior management. Annually, the senior management of DOT and the UTII,ITIF*' will meet to discuss requested revisions amd adopt those revisions to the MOU deemed mutually acceptable. This MOlJ remains in force until replaced or amended.

vn. Approval: This MOU has been approved and signed by the parties below and becomes effective on the day first written.

DATE: z/Z.s]07

DATE:

DATE:

DATE:

DATE:

DATE:

DATE:

David Cole, Commissioner Maine Department of 'l'ransporbfion

Maintenance Engineering Central Maine Power Company

Gerard Chasse, Vice President, T&D Operations Bangor Hydro-Electric Company

TDS Telecom

Tim Brown, Vice President of Engineering & Operations Maine Public Service Company

Charles Barrow, VP - Engineering & Operations Fairpoint Communication

John O'Dea, Executive Director Associated General Contractors of Maine

-- -

Time Warner Cable

DATE: Lincolnville Communications, Inc. Shirley P. Manning, Pres./Gen. Manager

VII. Approval: This MOU has been approvcd and signed by the p d e s below and becomes effective on the day first written.

DATE: I /ZSb1

DATE:

DATE:

DATE:

DATE:

//~7/.4

DATE: //Zd4 DATE:

f -7 / b 4 DATE:

,/27/~

DATE: /Z3/oS

DATE: /07

DATE: &-4 7

David Cole, Commissioner

T e n t r d Maine Power%hmpany

Bangor Hydro-Electric Company

TDS Telecom

Northern New England Telephone -

y: Charles A. c u

By: Charles A. Barrow, VY Lng. bt Up.

y: Charles A. Sarrow,

y: Charles A. Barrow, VP Lng. L!L Up.

hone Co.

By: Charles A. Barrow, VY Jmg. bt Up. Northland Telephone Company of

Associated General Contractors of Maine

Time Warner Cable

Oxford Networks

VII. Approval: 'Illis MO1 J I i i u bccn approvctl ;tiltl siglctl l)y tllc partics bclow ant1 I)ccou~cs cllkcti\c on tIlc (lay lirs( rvrittcn.

David Colc, Comrnissioncr Mainc Dcpw~lncn~ of' ?'ransportation

Ccn~ral Mainc Powcr Company

Bangor Hydro-Electric Company

DKSE February 20,2009

Mainc Puldic Sen~icc Company

Associatctl (:cucral Contractors o f Mainc

- 7 . I irrlc Warner Cablc

Oxford Nctwor A

c & 'I'elcgraph Co.

aph & 'I'elephonc Co.

MOU shall be provided to senior management. Annually, the senior management of DOT and the UT11,ITIES will meet to discuss requested revisions and adopt those revisions to the MOU deemed mutually acceptable. This MOIJ remains in force until replaced or amended.

VII. Approval: This MOU has been approved and signed by the parties below and becomes effective on the day first written.

DATE:

DATE:

DKrE:

DATE:

DATE:

DATE: =?/s5@ 7

DATE

David Cole, Commissioner Maine Department of"l'ransporhtion

Central Maine Power Cornpany

Bangor Hydro-Electric Company

7T)S Telecom

Maine Public Service Company

Iincolnd6&etworks, Inc. J

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Lincoln j l l~ommunicat ions, Inc. /

d+kk4+&;3 Tidewater corn, Inc. -- -

Fairpoint Communication

Associated General Contmctors of Maine

Time Warner Cable

-_________ Oxford Networks

02/25/2009 WED 11:51 FAX

MOU shall be provided to senior management Annually, the senior management of DOT and the UTILITIE5 will meet to discuss requested revisions and adopt hose revisions to dle MOU deemed lnutually acceptable. This MOU remains in S01.ce until replaced or amended.

VII. Approval: Tlis MOU has been approved and signed by the parties klow and becomes effective on the day T i t written.

--- David Cole, Commissioner Maine Depu~nent of Transportation

DATE: Central Maine Power Colnpany

DATE:

DATE

DATE

DATE

DATE:

DATE:

DATE

Bangor Hydro-Electric Company

--

TDS Teleco~n

Tim Brown -%ce President of Engineering and Operarions

~

Pairpoint Communication

Associated General Contractors ot Mme

Time Warner Calde

------ Odord Networks

APPENDIX A

Draft Project Utility Agreement Prepared Pursuant to the Terms of the

February 25,2009 Memorandum of Understanding for Overhead Utilities

Project Narne/Description:

Project Identifhtion Number: Iacation (municipality/county): Scheduled Advertise Date:

The purpose of this Project utility Agreement (PUA) is to state the work to be done, who will do the work, when it will begin, how long it will take to be completed and what, if any, remedies exist in the event of non-performance of a signatory to the PUA. This information will be included in the PIJA for the pole Owner, herein referred to as the OWNER(S), each entity attaching to the poles, herein referred to as the ATTACHING ENTITIES. The OWNER and each ATT'ACHING ENTITY will execute the PIJA and will specify the project manager and the person in upper management responsible for resolving disputes should they occur.

?'his Project Utility Agreement (PUA) for the relocation of facilities as described herein is by and between the Maine Department of Transportation, herein referred to as DOT, and the following pole owner(s) and attaching entities herein referred to as the OWNER(S) and A'ITACHING ENTITIES listed in the sequence that they need to relocate to the desijpated new facilities.

Pole OWNER(S) : 1. Description of relocation work to be done by the OWNER (This could be a simple

pole list, plans showing relocated lines or any other appropriate description of the work the OWNER is responsible for.)

2. Work Schedule for OWNER (This would include when the work will begin, perhaps tied to a construction contractor milestone such as completion of fills and cuts, and the duration for the OWNER'S work to be completed.)

ATTACHING ENTITY # 1 : 1. Description of relocation work to be done by the ATTACHING ENTITY #1 (This

could be a simple pole list, plans showing relocated lines or any other appropriate description of the work the OWNER is responsible for.)

2. Work Schedule for ATTACHING ENTITY #1 (This schedule will likely be tied to the completion of pole installation by the OWNER and will include how long it will take for the work to be completed.)

AITACHING E:N'I'IrI"Y #2 and any additional ATTACHING ENTITTIC! in sequence (provide the same kind of information as is shown for A'I'I'ACHING ENTITY #I).

'I'he OWNER(S) and KITACHING ENTITIE!! listed above have installed and are operating and/or maintaining facilitics by pennit or license which in connection with said project will be displaced, rclocated and/or altered to thc cxtent described herein or shown on attachedreferenccd plans. These displacements, relocations andor alterations are integral to this project and are to be acco~nplished according to the schedule set forth herein or as attached which specifies the phases of the project contractor's work and the sequence and timing of work to be accomplished by OWNER@) and KITACHING E:NTITIE;S contingent upon contractor schedule performance. If there are any changes to h e agreed to schedules contained herein all parties should be notified as soon as possible and appropriate revisions to this PUA developed and agreed to in writing.

It is agreed that the existing facilities of the OWNER(S) and ATTACHING ENTITIES shall be maintained in service until the replacement facilities are completed and operational.

Any other special conditions or considerations drecting this agreement betwcen the DOT and the OWNER(S) and ATTACHING ENTITIFS are attached.

In witness whereof, h e DOT, the OWNER(S) and ATTACHING ENTITIES have caused this AGREEMENT to be executed by their duly authorized officials as of the - day of -, 20-.

Approved by MaincDOT:

Approved by OWNER(S):

Approved by ATTACHING ENTITIES individually: (Note - need as many approvals and agreements as there are at~aching entities on the poles. Each signatory must designate their respective member of upper management responsible for dispute resolution)

Attachment #I

COMMUNICATION ESCALATION

111 the event ot'a Communications Issue, defined as disagreements, matters in question, and differences of opinion between the DOT and the OWNERS or ATTACHING ENTITIES, including failure of a party Lo keep any written agreement, the following procedures will be followed:

1. When a party to a PUA becomes aware of a Communication Issue, a written "Notice of Issue for Consideration" shall be sent by the aggrieved party to the DOT Project Manager ant1 the utility representative assigned to the project.

2. The ~>arties receiving the "Notice of Issue for Consideration" shall negotiate in good faith to attempt to resolve the issue within 10 business days of receiving the Notice.

3. Should negotiations fail, the Communication Issue will be transmitted to the Program Manager and the senior utility manager within five (5) business days.

4. The Program Manager and the senior utility manager will meet within five (5) business days anti resolve the Communication Issue. The Program Manager's decision is final and binding on utilities and represents the DOT position on the issue.

5. If the utility desires additional consideration, a written request for a meeting will be sent to the Director of Project Development within five (5) business days after the Program Manager's written decision. The Director will meet within five (5) days of receiving the request and will render a final DOT position. All deadlines may be extended by mutual written consent signed by h o h parties.

Attachment #2

REIMBURSEMENT

Stlonld either DOT or the OWNER(S) and ATTACHING ENTITIES incur extra costs due to actions or lack of action by the other parties to this agreement due consideration will be given to cost rcirnbursement,